|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
parties has the meaning specified in the Preamble.
Patents has the meaning specified in clause (i) of the definition of Intellectual Property in Section 1.1(a).
Permits means any licenses, franchises, permits, certificates of need, certifications, approvals, registrations, accreditations, provider and supplier numbers, and authorizations from Governmental Authorities.
Permitted Liens means (i) all Liens, defects, exceptions, restrictions, easements, rights of way, covenants, conditions, exclusions, encumbrances and other similar matters that do not materially and adversely impair the value or current use and operation of the Real Property; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by the Company and its Subsidiaries by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP on the Financial Statements; (iii) mechanics, carriers, workers, repairers, construction contractors, landlords and similar Liens arising or incurred in the ordinary course of business or the amount or validity of which is being contested in good faith by the Company or its Subsidiaries by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP on the Financial Statements; (iv) zoning, building codes, entitlement and other land use and environmental regulations by any Governmental Authority which are not violated by the use or occupancy of such Real Property and none of which materially and adversely impact the current use or occupancy of the affected property; (v) Liens securing indebtedness as disclosed in the Financial Statements; (vi) title of a lessor, sub-lessor, licensor or sub-licensor or secured by a lessors, sub-lessors, licensors or sub-licensors interest under a capital or operating lease, sublease, license or sublicense; (vii) purchase money liens and liens securing rental payments under capital or operating lease arrangements; (viii) Liens arising under workers compensation, unemployment insurance, social security, retirement and similar legislation; (ix) any Liens reflected in the Financial Statements; and (x) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bankers acceptance issued or created for the account of the Company or any of the Companys Subsidiaries (provided, that any such Lien is only the obligation of the Company or any of the Companys Subsidiaries).
Person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.
Pre-Closing Tax Liabilities means all Losses in respect of (i) Liability for Taxes of the Company and its Subsidiaries for taxable years or periods ending on or before the Closing Date or for the portion of a Straddle Period ending on and including the Closing Date, (ii) Liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries is or was a member on or prior to the Closing Date, including (A) pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation or (B) as a transferee or successor in respect of a transaction occurring on or prior to the Closing Date, by law, contract or otherwise, and (iii) any payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts to which the Company or any of its Subsidiaries was a party on or prior to the Closing Date.